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2016-02-02

UPM: Notice of the Annual General Meeting

UPM-Kymmene Corporation Notice to convene annual general meeting 2
February 2016 at 12:10 EET

Notice of the Annual General Meeting

Notice is given to the shareholders of UPM-Kymmene Corporation of the Annual
General Meeting to be held on Thursday, 7 April 2016 starting at 14.00 (EET)
at the Exhibition&Convention Centre, Messuaukio 1, Helsinki, Finland
(Conference Centre entrance). The reception of attendees who have
preregistered for the meeting and the distribution of voting tickets will
commence at 13.00 (EET).

A. Matters on the agenda of the Annual General Meeting

1. Opening of the meeting

2. Calling the meeting to order

3. Election of persons to scrutinize the minutes and to supervise the counting
of votes

4. Recording the legality of the meeting

5. Recording the attendance at the meeting and adoption of the list of votes

6. Presentation of the Financial Statements, the Report of the Board of
Directors and the Auditor's Report for the year 2015

- Review by the President and CEO

7. Adoption of the Financial Statements

8. Resolution on the use of the profit shown on the balance sheet and the
payment of dividend

The Board of Directors proposes that a dividend of EUR 0.75 per share be paid
based on the balance sheet to be adopted for the financial year ending 31
December 2015. The dividend will be paid to a shareholder who is registered
in the Company's shareholders' register held by Euroclear Finland Ltd on the
dividend record date 11 April 2016. The Board of Directors proposes that the
dividend be paid on 21 April 2016.

9. Resolution on the discharge of the members of the Board of Directors and
the President and CEO from liability

10. Resolution on the remuneration of the members of the Board of Directors

The Board of Directors' Nomination and Governance Committee proposes that the
remuneration of the members of the Board of Directors remain unchanged and
that Chairman of the Board of Directors be paid an annual fee of EUR 175,000,
Deputy Chairman of the Board and Chairman of the Audit Committee EUR 120,000
and other members of the Board EUR 95,000. No annual fee shall be paid to a
member of the Board of Directors belonging to the executive management of the
Company. The annual fee is proposed to be paid in Company shares and cash so
that 40% of the fee will be paid in the Company shares to be acquired on the
Board members' behalf, and the rest in cash. The Company will pay any costs
and transfer tax related to the acquisition of the Company shares.

In addition, the Board of Directors' Nomination and Governance Committee
proposes that travel and lodging expenses incurred from meetings held
elsewhere than in the Board member's place of residence will be paid against
invoice.

11. Resolution on the number of members of the Board of Directors

The Board of Directors' Nomination and Governance Committee proposes that the
number of members of the Board of Directors be resolved to be the current ten
(10).

12. Election of members of the Board of Directors

The Board of Directors' Nomination and Governance Committee proposes that all
of the current Board members i.e. Berndt Brunow, Henrik Ehrnrooth, Piia-Noora
Kauppi, Wendy E. Lane, Jussi Pesonen, Ari Puheloinen, Veli-Matti Reinikkala,
Suzanne Thoma, Kim Wahl and Björn Wahlroos be re-elected to the Board for a
term continuing until the end of the next Annual General Meeting. Said
director nominees have given their consents to the election. The nominees'
personal details are available on the corporate website
underwww.upm.com/governance.

The Nomination and Governance Committee has assessed the director nominees'
independence against the independence criteria of the Finnish Corporate
Governance Code. According to the evaluation carried out by the committee,
all director nominees are independent of the Company's significant
shareholders as none of the Company shareholders holds more than 10 percent
of the Company's shares or voting rights. The committee has also assessed
that all non-executive director nominees are independent of the Company
including Berndt Brunow and Wendy E. Lane who according to the overall
evaluation carried out by the committee continue to be independent of the
Company although they have been non-executive directors for more than 10
consecutive years. As the President and CEO of the Company, Jussi Pesonen is
not independent of it. According to the Board Charter, the President and CEO
may not be a member of any of the Board committees.

13. Resolution on the remuneration of the auditor

The Board of Directors' Audit Committee proposes that the remuneration of the
Company's auditor be paid against invoices approved by the Board of
Directors' Audit Committee.

For the year 2015, the Company's auditor was paid EUR 2.3 million as audit
fee, EUR 0.8 million for tax consulting services and EUR 0.5 million for
other services.

14. Election of auditor

The Board of Directors' Audit Committee proposes that PricewaterhouseCoopers
Oy, Authorized Public Accountants, be re-elected as the Company's auditor for
a term that will continue until the end of the next Annual General Meeting.
PricewaterhouseCoopers Oy has notified the Company that Authorized Public
Accountant Merja Lindh would continue as the lead audit partner holding this
position since 8 April 2014.

15. Authorizing the Board of Directors to decide on the issuance of shares and
special rights entitling to shares

The Board of Directors proposes that the Board be authorized to decide on the
issuance of new shares, transfer of treasury shares and the issuance of
special rights entitling to shares as follows:

The aggregate maximum number of new shares that may be issued and treasury
shares that may be transferred is 25,000,000 including also the number of
shares that can be received on the basis of the special rights referred to in
Chapter 10, Section 1 of the Finnish Limited Liability Companies Act.

The new shares and the special rights entitling to shares may be issued and
the treasury shares transferred to the Company's shareholders in proportion
to their existing shareholdings in the Company, or in a directed share issue,
deviating from the shareholder's pre-emptive subscription right, if there is
a weighty financial reason for doing so from the Company's point of view,
such as using the shares as consideration in potential mergers or
acquisitions or in other business-related corporate transactions, for
financing of investments, or as a part of the Company's incentive plans.

The Board of Directors may also decide on a share issue without payment to the
Company itself. In addition, the Board may decide to issue special rights
referred to in Chapter 10, Section 1 of the Finnish Limited Liability
Companies Act, which carry the right to receive, against payment, new shares
in the Company or treasury shares in such a manner that the subscription
price of the shares is paid in cash or by using the subscriber's receivable
to offset the subscription price.

The new shares may be issued and the treasury shares transferred either
against payment or without payment. The directed share issue may be without
payment only if there is an especially weighty financial reason for doing so
from the Company's point of view and taking the interests of the Company's
all shareholders into consideration.

The subscription price of the new shares and the amount payable for the
treasury shares shall be recorded in the reserve for invested non-restricted
equity.

The Board shall decide on all other matters related to the issuances and
transfers of shares and special rights entitling to shares. The authorization
is proposed to be valid for three (3) years from the date of the resolution
of the Annual General Meeting.

16. Authorizing the Board of Directors to decide on the repurchase of the
Company's own shares

The Board of Directors proposes that the Board be authorized to decide on the
repurchase of a maximum of 50,000,000 of the Company's own shares. The
proposed maximum number of shares corresponds to 9.4 per cent of the
Company's registered number of shares at the time of the proposal. The
authorization would also include the right to accept the Company's own shares
as a pledge.

The Company's own shares will be repurchased in public trading otherwise than
in proportion to the existing shareholdings of the Company's shareholders at
the market price quoted at the time of purchase on the trading places where
the Company's shares or the certificates entitling to its shares are traded,
using the Company's unrestricted shareholders' equity.

The shares will be repurchased to be used as consideration in potential
mergers or acquisitions, to finance investments or other business-related
transactions, to develop the Company's capital structure, or as a part of the
Company's incentive plans, or to be retained by the Company as treasury
shares, transferred or cancelled.

The Board shall decide on all other matters related to the repurchase of the
Company's own shares. The authorization is proposed to be valid for 18 months
from the date of the resolution of the Annual General Meeting. If this
authorization is granted, it will revoke the repurchase authorization granted
by the Annual General Meeting on 9 April 2015.

17. Authorizing the Board of Directors to decide on the recognition of
reversal entries of revaluations in the reserve for invested non-restricted
equity

The Board of Directors proposes that the Board be authorized to decide on the
recognition of reversal entries of revaluations made in the balance sheet in
the reserve for invested non-restricted equity in connection with the planned
changes in the corporate structure.

The Company announced on 10 December 2015 that it is planning to change its
corporate structure in Finland to better match its current business structure
in stages business by business. In connection with the change of the
corporate structure, the Company will transfer assets to subsidiaries to be
incorporated. Revaluations have been made to some of these assets by the
Company's predecessor companies. According to the Finnish Accounting Act,
transfer of revalued assets requires reversals of revaluations.

The revaluation reserve has been used in the 1980s for share issues without
payment to shareholders. Therefore, it is possible that all reversal entries
of the revaluations cannot be fully recognised in the revaluation reserve. In
this case, reversal entries must be recognised either in retained earnings or
in the reserve for invested non-restricted equity.

The Board of Directors proposes that the Board be authorized to decide on the
recognition of reversal entries of revaluations made in the balance...

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